Even if you're only a passing fan of the comic book series, and even if you've already played the first game to death, you'll have a lot of fun with X-Men Legends II.

A good game plays by a set of clearly defined rules; a great game gives you plenty of clever opportunities to break those rules. X-Men Legends 2: Rise of Apocalypse breaks the rules by letting you create an unlikely mutant dream team of heroes and villains from a cast of characters that includes the legendary X-Men as well as Magneto’s sinister band, the Brotherhood. In most respects, the game doesn’t differ much from the first title in the series; but the novelty of teaming up the good guys and bad guys to go after the really bad guys is enough to make this game enjoyable in its own right.

Brotherhood and X-Men unite to fight Apocalypse, one of the baddest mutants around.

The story in X-Men Legends II kicks off with a great rendered cutscene that shows Magneto, Mystique, and Sabertooth teaming up with Wolverine, Cyclops, and Storm to free the enslaved Professor Xavier. Even if you’re only a passing fan, you know that Magneto and Professor X aren’t exactly best friends anymore. However, the Brotherhood and the X-Men are forced to set aside their differences in order to focus their collective attention on the newest (oldest) bad guy in town, Apocalypse. Actually, to call Apocalypse a threat is an understatement--he’s one of the most powerful mutants in the Marvel universe. The game picks up shortly after Apocalypse has all but destroyed the mutant haven known as Genosha. Eventually, Apocalypse kidnaps four mutants, and with the help of the crackpot geneticist Mr. Sinister, he plans to extract the mutants' powers and use them to make himself even more powerful. One of the kidnapped mutants happens to be Magneto's son, Quicksilver. As you can imagine, that really pisses Magneto off, so he sets out to defeat Apocalypse. And thus begins a tale filled with all the dramatic twists, turns, treachery, and triumph you'd expect from a comic book story.

The game is divided into five acts, which conveniently translates to a fight with one of the Horsemen of Apocalypse in each act, with the big guy waiting for you at the end. Of course, there are all kinds of minibosses and goons for you to fight as well, and the game draws deeply from the extensive X-Men mythos that Marvel has woven together over the past 40 years. Whereas the first X-Men Legends game focused on a single character, this one focuses on the relationship between Brotherhood and X-Men. In fact, Magma--the character introduced in the first game--doesn't even show up here at all. You probably won't miss her too much though, since you have access to 15 playable characters from the beginning of the game, with three secret characters to unlock later. If you're playing the PC version of the game, you'll get Pyro and Sabertooth right from the start as well. In all the versions you'll see familiar faces like Wolverine, Magneto, Gambit, and Juggernaut, and slightly less-well-known characters like Toad, Bishop, and Sunfire.

In addition to the playable characters, there are a ton of recognizable heroes and villains who make appearances as enemies or nonplayable characters. One of the best parts of X-Men Legends II is the way you can mix and match Brotherhood and X-Men characters to achieve a powerful--if unlikely--team of characters. With 15 characters, there are plenty of different combinations to try out. If that isn't enough for you, you can also unlock dozens of different skins in the game. Some of the skins look ridiculous, but that pretty much comes with the territory when you're a superhero.

In addition to the game's look and power combinations, the assorted characters will elicit different reactions from nonplayable characters. You'll often have to speak with Forge to purchase items, and if you're controlling a Brotherhood character when you speak to him, Forge will be much less friendly than if you approach as one of the X-Men. These character interactions don't affect gameplay at all, and there are only a couple of canned reactions from each character--but this makes for some great back-and-forth between the two teams.

There are 15 playable characters, with three more to unlock after you beat the game.

The gameplay in X-Men Legends II is the same as in the previous game. You control a party of four characters, though you can only directly control one character at a time. But you can easily switch characters on the fly with the press of a button, and you'll often need to do so, because some of the puzzles in the game require the specific abilities of a certain mutant. You might need Iceman to put out a fire, or Magneto to generate a metal bridge across a gap, for example. For the most part, though, you just run around various levels, beating the crap out of bad guys and collecting items and experience. This time around, all of the item drops are random, which makes the collection aspect of the game much more interesting. As you gain experience, your characters will level up and become stronger, and they will learn new skills. You can allocate all the experience and skill points manually if you want, or you can set an option to have the points automatically distributed as you earn them.

Each character has several different skills based on their mutant powers. There are melee, boost, projectile, traps, and more. Each character can also learn a couple of super skills, which not only look really cool, but are also extremely powerful. Cyclops has a super beam attack that can hit multiple targets; Wolverine has a spinning radial attack that does heavy damage; and Magneto has a metal attack in which he crushes everything in sight by manipulating the metal objects in the environment. For the most part, you don't actually need to use these skills to beat the game--but they make it a lot quicker and easier to deal with hordes of enemies. And some of the boss fights in this game are truly epic; they just wouldn’t be as entertaining without an all-out clash of mutant powers.

When playing the game single-player, all but one of the members of your party will be artificial intelligence-controlled. It isn't as bad as it sounds, though, because here you can customize the AI by setting parameters for aggressiveness, primary moves, and when to heal. Each character can be programmed individually, so you can have Cyclops and Iceman hang back and use ranged attacks while Wolverine and Juggernaut go in and tear things up. Even with these options, the AI isn't brilliant or anything, but it usually stays out of the way.

The gameplay in X-Men Legends II is nothing new, but it's still fun.

Of course, the best way to play X-Men Legends II is cooperatively, with a few friends. All the console versions of the game offer four-player coop play, so up to three other players can pick up a controller and jump in on the action at any time while you're playing. Multiplayer can be a lot of fun as you and your friends combine powers to plow through room after room of enemies. The only problem with co-op play is that the camera zooms out to keep all players in the frame at the same time. So if you are on opposite sides of the screen, the view will be so far away that you can't really see the action. But with a bit of communication between players, you can keep things moving along just fine. Also, if one character gets stuck, you can just hit a button to teleport back to the party. If you don't have a friend nearby, the PC, Xbox, and PlayStation 2 versions of the game all have online support for up to four players to fight through the campaign cooperatively. We did notice some major lag when playing the PlayStation 2 version online. The Xbox and PC versions ran a bit more smoothly, but the lag was still noticeable. Also, the lengthy load times tend to break up the flow of the game, which is especially frustrating when playing online because the game pauses any time a player accesses the character menu.

X-Men Legends II doesn't look much better than the first one, but the environments are a bit more varied. You'll fight in a jungle, a factory, an ancient Egyptian temple, and even on top of a flying dirigible. The environments feel complex and huge, but most of the paths loop back on themselves, so you won't get lost or hit a dead end very often. Plus, there's a minimap with an arrow to point you to exactly where you need to go. Every stage is filled with all kinds of stuff for you to destroy, from glowing mushrooms and giant boulders to barrels and furniture. You can also knock down walls and destroy equipment, which really makes the battles feel chaotic and over the top. You can punch enemies through walls, smash rocks over their heads, and basically destroy every single thing in your path. Or, you can just pick up the enemies and chuck them over the nearest railing and watch them fall to their doom. It seems simple, but in practice it's undeniably entertaining to watch Juggernaut or Colossus run into a group of bad guys and start tossing them around like rag dolls. Toward the end of the game the levels start to feel the same, and the puzzles are never quite complex or challenging. It isn't a major problem here, though, since this game is all about combat anyway. The character models look fairly detailed and colorful, but there are still only a few animations for each character. As for the different versions of the game, the PC version looks a bit sharper and more detailed than the rest, while the Game Cube version looks a bit more blurry than the others. The graphical differences between PlayStation 2 and Xbox are negligible.

The one area where X-Men Legends II could use some cleaning up is the interface. The menus fill the screen with text that isn't arranged intuitively at all. Checking your stats or equipping new items is much more of a chore than it should be. You probably won't want to spend much time in the menus anyway, though, because they take a long time to load. It isn't nearly as bad on the Xbox and PC versions of the game, but on the PlayStation 2 you actually have to look at a load screen if you want to check the status of your party, and then look at another load screen to get back to the action. It's especially annoying, because in a game like this you want to be able to tweak stats or equip items quickly and easily.

The sound in X-Men Legends II is capable but not particularly notable. The music is your average orchestral score that doesn't get stuck in your head or anything, but it sits nicely in the background and kicks into high gear when the tension is up. The sound effects are fairly muted and there are only a few of them. You'll hear the same footsteps throughout the entire game and the same smashing-barrel sound over and over again. The voice acting is campy but well done, although some of the characters sound a bit silly. Professor Xavier is excellently voiced by Patrick Stewart, but Rogue sounds a bit too much like Dolly Parton and Juggernaut sounds like a dirty imitation of Wolfman Jack.

The interface could definitely use some work to make it quicker and easier to navigate.

Overall, X-Men Legends II is a definite step up from its predecessor. It doesn't do anything new or groundbreaking in terms of gameplay mechanics, but the cast of characters and the story are more than enough to make it worth playing. The game takes about 25 hours to finish, but when you do, you can play again on a different difficulty setting. Better yet, you can try playing through with a new combination of characters to see which combos work best. Even if you're only a passing fan of the comic book series, and even if you've already played the first game to death, you'll have a lot of fun with X-Men Legends II.

In X-Men Legends II, the X-Men must join their enemy the Brotherhood to fight a greater menace--Apocalypse. The sequel to the team-based role-playing game X-Men Legends lets you play as one of many X-Men, and use and combine his or her unique abilities to defeat enemies.